CoastalSouth Bancshares Inc美股招股说明书(2025-07-02版)

Common Stock This is the initial public offering of CoastalSouth Bancshares, Inc. We are offering 1,700,000 shares of ourvoting common stock (our “common stock” or “voting common stock”) and the selling shareholders identified inthis prospectus are offering an additional 335,000 shares of our common stock. We and the selling shareholders willbe selling the shares of our common stock at the same fixed price. We will not receive any proceeds from the sale ofshares of our common stock by the selling shareholders. Our common stock is presently quoted on the OTC Market Group's OTCQX Best Market under the symbol“COSO.” On June 30, 2025, the last reported sale price of our common stock was $21.29 per share. The initialpublic offering price of our common stock is $21.50 per share. We have been approved to list our common stock onthe New York Stock Exchange (“NYSE”) under the symbol “COSO.” Investing in our common stock involves risk. See “Risk Factors” beginning on page32to read about factors you should consider before investing in our common stock. None of the Securities and Exchange Commission (the “SEC”), any state securities commission, theFederal Deposit Insurance Corporation (the “FDIC”), the Board of Governors of the Federal Reserve Systemnor any other regulatory body has approved or disapproved of these securities or passed upon the accuracyor adequacy of this prospectus. Any representation to the contrary is a criminal offense. These securities are not deposits, savings accounts or other obligations of any bank or savings associationand are not insured or guaranteed by the FDIC or any other governmental agency and are subject toinvestment risks, including the possible loss of the entire amount you invest. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federalsecurities laws and are subject to reduced public company reporting requirements. This is a firm commitment underwritten offering. The selling shareholders have granted the underwriters anoption to purchase up to an additional 305,250 shares of common stock from them at the initial public offering priceless the underwriting discount within 30 days from the date of this prospectus. The underwriters expect to deliver the shares to purchasers on or about July 3, 2025. Sole BookrunnerPiper SandlerLead ManagerStephens Inc. TABLE OF CONTENTS PageSUMMARY1RISK FACTORS32USE OF PROCEEDS51CAPITALIZATION52DILUTION53DIVIDEND POLICY54MARKET FOR THE COMMON STOCK55MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS56BUSINESS85SUPERVISION AND REGULATION97MANAGEMENT104EXECUTIVE COMPENSATION109CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS117PRINCIPAL AND SELLING SHAREHOLDERS119DESCRIPTION OF CAPITAL STOCK122SHARES ELIGIBLE FOR FUTURE SALE127CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES FOR NON-U.S.HOLDERS OF COMMON STOCK129UNDERWRITING133LEGAL MATTERS137EXPERTS137WHERE YOU CAN FIND ADDITIONAL INFORMATION137INDEX TO FINANCIAL STATEMENTSF-1 About this Prospectus You should rely only on the information contained in this prospectus or in any free writing prospectus that weauthorize to be delivered to you. We, the selling shareholders and the underwriters have not authorized anyone toprovide you with different or additional information. We, the selling shareholders and the underwriters are notmaking an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume thatthe information contained in this prospectus is accurate as of any date other than the date on the front of thisprospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Unless we state otherwise or the context otherwise requires, references in this prospectus to “we,” “our,” “us,”“ourselves,” the “company,” “COSO” and the “Company” refer to CoastalSouth Bancshares, Inc., a Georgiacorporation, and its consolidated wholly owned banking subsidiary, Coastal States Bank, a South Carolina state-chartered bank (“CSB” or the “Bank”). This prospectus describes the specific details regarding this offering and the terms and conditions of ourcommon stock being offered hereby and the risks of investing in our common stock. For additional information,please see the section entitled “Where You Can Find More Information.” You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. Youshould consult with your own advisors for that type of advice and consult with them about the legal, tax, business,financial and other issues that you should consider before investing in our common stock. Unless otherwise stated, all information in this prospectus assumes that the underwriters have not exercisedtheir option to purchase additional shares of our common stock from the selling shareholders. Through and including July 26, 2025 (the 25th day after the date of this prospectus), all d